ESSEL PROPACK LIMITED
NOTICE
Capital Facility(ies) or any other Credit Facility (hereinafter
referred to as “Facilities”) availed or to be availed from
any Bank(s), Financial or Other Institution(s), or any other
Person(s), Body(ies) Corporate, (hereinafter collectively
referred to as “Lenders”), upto the borrowing limits as
approved by the Members under Section 293 (1) (d) of
the Companies Act, 1956 from time to time, and that the
existing mortgage / charge / hypothecation created by the
Company to secure the facilities borrowed from lenders, be
and are hereby confirmed.
NOTICE is hereby given that the Twenty Seventh Annual General
Meeting of the Members of ESSEL PROPACK LIMITED will be held
on Friday, September 24, 2010, at 11.00 a.m. at the Company’s
Registered Office at P.O. Vasind, Taluka - Shahapur, District - Thane,
Maharashtra - 421 604, India to transact the following business: ORDINARY BUSINESS:
1.
To receive, consider and adopt the Audited Profit & Loss
Account for the fifteen months period (financial year)
ended March 31, 2010 and the Balance Sheet as on that
date and the Report of the Directors’ and Auditors’ thereon.
2.
To declare a Dividend.
3.
To appoint a Director in place of Mr. Subhash Chandra,
who retires by rotation and being eligible, offers himself
for re-appointment.
4.
To appoint a Director in place of Mr. K.V. Krishnamurthy,
who retires by rotation and being eligible, offers himself
for re-appointment.
5.
To appoint Statutory Auditors and fix their remuneration.
SPECIAL BUSINESS:
6.
To consider and if thought fit to pass, with or without
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 309
and other applicable provisions, if any, of the Companies
Act, 1956 (“the Act”), a sum not exceeding 1% per annum
of the net profits of the Company calculated in accordance
with the provisions of Sections 198, 349 and 350 of the Act,
be paid to the Non- Executive Independent Directors of the
Company, for a period of five financial years commencing
from April 1, 2010, such amount be paid to the Directors
in such manner as the Board of Directors of the Company
may from time to time determine.”
7.
RESOLVED FURTHER THAT the Board be and is hereby
authorized to do all such acts, deeds and things, as well as
to execute all such documents, instruments and writings
as may be required in order to give effect to the above
resolution”.
8.
To consider and if thought fit to pass, with or without
modification(s), the following resolution as a Special
Resolution:
“RESOLVED THAT pursuant to the provisions of Section 163
and other applicable provisions, if any, of the Companies
Act, 1956, the Register of Members, Index of Members and
other related returns or documents be kept at Sharepro
Services (India) Private Limited, Registrar and Transfer
Agents at 13AB, Samhita Warehousing Complex, 2nd floor,
Sakinaka Telephone Exchange Lane, Off Andheri Kurla
Road, Sakinaka, Andheri (East), Mumbai – 400 072”.
By Order of the Board of Directors
For ESSEL PROPACK LIMITED
Place : Mumbai
Date : August 23, 2010
Aashay S. Khandwala
Vice President - Legal &
Company Secretary
To consider and if thought fit to pass, with or without
modification(s), the following resolution as an Ordinary
Resolution:
“RESOLVED THAT pursuant to Section 293(1)(a) and other
applicable provisions, if any, of the Companies Act, 1956
(“the Act”), consent of the Company be and is hereby given
to the Board of Directors of the Company (hereinafter
referred to as “the Board” which term shall be deemed to
include any Committee thereof ) to create such mortgage,
charge, hypothecation in addition to the existing mortgage
/ charge / hypothecation created by the Company, on such
movable and immovable properties whersoever situate,
both present and future, or the whole or substantially the
whole of the undertaking or undertakings of the Company
on such terms and in such manner as the Board may think
fit, to secure Rupee / Foreign Currency Loans, Working
1
NOTES :
(1)
The relative explanatory statement pursuant to Section 173
of the Companies Act, 1956 in respect of business under
item nos. 6, 7 and 8 is annexed hereto. The relevant details
of Directors seeking re-appointment under item nos. 3 and
4 above as required by Clause 49 of the Listing Agreement
entered into with the Stock Exchanges is annexed.
(2)
A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AT THE MEETING. A PROXY
NEED NOT BE A MEMBER OF THE COMPANY. THE PROXY
FORM, IN ORDER TO BE EFFECTIVE, MUST BE DEPOSITED
WITH THE COMPANY NOT LESS THAN 48 HOURS BEFORE
THE SCHEDULED TIME FOR COMMENCEMENT OF THE
MEETING.
03/02/2011 and on 06/04/2011 respectively, to the Investor
Education & Protection Fund of the Central Government
pursuant to the provisions of Section 205-C of the
Companies Act, 1956. Members who have not yet encashed
their dividend warrants for the said year or any subsequent
year(s), are requested to claim the dividend(s) by writing to
the Company’s Registrar & Transfer Agents, M/s. Sharepro
Services (India) Private Limited, 2nd floor, Samhita Ware
Housing Complex, Plot No. 13 A B, Gala No. 53, Sakinaka
Telephone Exchange Lane, Andheri - Kurla Road, Sakinaka,
Mumbai – 400 072.
(10) Members desirous of asking any questions at the ensuing
Annual General Meeting (AGM), are requested to send
their questions addressed to the Company Secretary at
least ten days before the AGM so that the same can be
replied suitably.
(3)
Members / proxy holders are requested to bring their
attendance slip duly signed so as to avoid inconvenience
at the Annual General Meeting.
(11) Members are requested to carry their copy of the Annual
Report to the Meeting.
(4)
The Register of Members and Share Transfer Books of the
Company will remain closed from Friday, September 17,
2010 to Friday, September 24, 2010 (both days inclusive).
By Order of the Board of Directors
(5)
Subject to the provisions of the Companies Act, 1956, the
Dividend on Equity Shares as recommended by the Board
of Directors, if any, declared at the meeting, will be payable
on or after September 24, 2010 to those members whose
names appear in the Register of Members as on September
17, 2010 and in respect of shares held in Electronic Form,
the Dividend will be paid to those Members whose name
appear on close of business on September 16, 2010 as
beneficial owners, as per details furnished by National
Securities Depository Limited and Central Depository
Services (India) Limited for this prupose.
(6)
In respect of the Members having their shareholding in
the electronic form, the Company has been disbursing
dividends through direct deposit into the respective bank
accounts, the particulars of which have been given by you
to your Depository Participant (DP).
(7)
Inorder to prevent against fraudulent encashment of
dividend warrants, Members having physical shares
are requested to provide their bank account numbers
alongwith the names and addresses of the concerned
banks to enable the Company to incorporate the said
details on the dividend warrants. Members, who have not
yet provided such information, are requested to provide
the aforementioned details quoting their folio numbers.
The Members will appreciate that the Company will not
be responsible for any loss arising out of fraudulently
encashed dividend warrants.
(8)
(9)
2
The unclaimed dividends upto year 2002 have been
transferred to the Investor Education and Protection Fund
of the Central Government pursuant to the provisions of
Section 205-A of the Companies Act, 1956.
Unpaid / unclaimed Dividend for the year 2003 (Interim
Dividend and Final Dividend) are due for transfer on
For ESSEL PROPACK LIMITED
Place : Mumbai
Date : August 23, 2010
Aashay S. Khandwala
Vice President - Legal &
Company Secretary
EXPLANATORY STATEMENT OF MATERIAL FACTS PURSUANT
TO THE PROVISIONS OF SECTION 173(2) OF THE COMPANIES
ACT, 1956:Item No. 6
The Members at the 23rd Annual General Meeting held on May
6, 2006 had approved the payment of Commission to the NonExecutive Independent Directors of the Company not exceeding
1% of the net profit of the Company for a period of 5 years
commencing from January 1, 2005.
Taking into consideration the increased role and responsibilities
of the Non-Executive Independent Directors of the Company, it is
proposed to pay Commission to the Non-Executive Independent
Directors not exceeding 1% per annum of net profits of the
Company as computed under Section 198, 349 and 350 of the
Companies Act, 1956 for a period of five financial years of the
Company, commencing from April 1, 2010. The Commission will
be in addition to the sitting fees paid for attending meetings of
Board of Directors or any Committee thereof.
Section 309(4) of the Companies Act, 1956 requires approval
of Members of the Company by way of Special Resolution in
General meeting for payment of Commission to the Directors.
The Board of Directors recommend the Special Resolution for
your approval.
All the Directors except Mr. Subhash Chandra and Mr. Ashok
Kumar Goel are concerned or interested in the resolution to the
extent of the commission that may be received by them.
Item No. 7
Members of the Company in the Extra-Ordinary General
meeting held on March 14, 2008 had approved, pursuant to
Section 293 (1)(d) of the Companies Act, 1956 (‘the Act’), the
borrowing limit of Rs. 700 crores (apart from temporary loans
obtained from time to time by the Company from its bankers
in the ordinary course of its business), such amount being over
and above the aggregate of the paid up capital of the Company
and its free reserves, that is to say, reserves not set apart for any
specific purpose.
The loan(s) borrowed or to be borrowed by the Company are /
may be required to be secured by way of mortgage /charge /
hypothecation on Company’s assets in favour of the Lender(s) /
Security holders / Trustees.
Approval of members is sought pursuant to the provisions
of Section 293(1)(a) of the Companies Act, 1956 for
charge / mortgage / hypothecation created / to be created upto
the borrowing limits as may be approved by the Members under
Section 293(1)(d) of the Act, from time to time.
Office of the Company. However, these documents can be kept
at any other place within the city, town or village in which the
Registered Office of the Company is situated, with the approval
of the Members to be accorded by a Special Resolution.
M/s. Sharepro Services (India) Private Limited, Mumbai
(“Sharepro”), Registrar and Share Transfer Agent of the Company,
has shifted their Registered office from Satam Estate, Cardinal
Gracious Road, Chakala, Andheri (E), Mumbai – 400 099 to 13AB,
Samhita Warehousing Complex, 2nd floor, Sakinaka Telephone
Exchange Lane, Off Andheri Kurla Road, Sakinaka, Andheri (East),
Mumbai – 400072.
Consent of the Members is sought under Section 163 of the
Companies Act, 1956 to keep the Register of Members and copies
of Annual Reports and other documents at the above office.
The Board of Directors recommends the Special Resolution for
your approval.
None of the Directors of the Company is concerned or interested
in the said resolution.
The Board of Directors recommends the Ordinary Resolution for
your approval.
By Order of the Board of Directors
For ESSEL PROPACK LIMITED
None of the Directors of the Company is concerned or interested
in the said resolution.
Item No. 8
As per Section 163 of the Companies Act, 1956, (“the Act”)
Register and Index of Members, Register and Index of Debenture
holders, if any, etc. are required to be kept at the Registered
Place : Mumbai
Date : August 23, 2010
Aashay S. Khandwala
Vice President - Legal &
Company Secretary
3
ADDITIONAL INFORMATION OF DIRECTORS BEING APPOINTED/ RE-APPOINTED AS REQUIRED UNDER CLAUSE 49 OF THE LISTING
AGREEMENT WITH THE STOCK EXCHANGES :Name of Director:
Retiring by rotation
Mr. Subhash Chandra
Mr. K.V. Krishnamurthy
Appointed /
Re-appointed
Re-appointed
Re-appointed
Age
60 years
67 years
Experience and
Qualification
He is the Non-Executive Chairman of the Board
and promoter of Essel Group of Companies. His
industry leading businesses include television
networks and film entertainment, cable systems,
satellite communications, theme parks, flexible
packaging, family entertainment centers and
online gaming. He has been recipient of numerous
honorary degrees, industry awards, and civic
honors, including being named ‘Global Indian
Entertainment Personality of the Year’ by FICCI
for 2004, ‘Businessman of the Year’ by Business
Standard in 1999, ‘Entrepreneur of the Year’ by
Ernst & Young in 1999 and ‘Enterprise CEO of the
Year’ by International Brand Summit.
He has rich experience of 35 years in Banking Industry and
a fellow member of The Institute of Chartered Accountants
of India and the Indian Institute of Bankers. He had
consistently held position of stature and responsibility in
the banking industry and has held the following positions
in the recent past:-
List of Directorship
held in other Public
Limited Companies
(excluding Foreign
Companies)
z
Chairman and Managing Director - Bank of India
(May 2000 to May 2003).
z
Chairman and Managing Director - Syndicate Bank
(December 1997 to May 2000).
z
Executive Director – Bank of Baroda (March 1996 to
November 1997).
z
Managing Director – Indo Hong Kong International
Finance Company Limited, Hong Kong (November
1989 to March 1992).
Asset Reconstruction Company (India) Limited,
Sundaram BNP Paribas Trustee Co. Limited,
FCH Centrum Direct Limited,
Borosil Glass Works Limited,
Essar Steels Limited,
Thirumalai Chemicals Limited,
Centrum Capital Limited,
VVF industries Limited,
Essar Oil Limited,
Essar Shipping Ports & Logistics Limited
Packaging India Private Limited (100% Subsidaiary
of Essel Propack Limited)
z
Zee Entertainment Enterprises Limited,
z
z
Essel Infraprojects Limited,
z
z
Dish TV India Limited,
z
z
Zee News Limited,
z
Agrani Satellite Services Limited,
z
Wire and Wireless (India) Limited
z
z
z
z
z
z
z
z
Chairman / Member
of the Committees
of the Board of other
Companies
Member:
Remuneration Committee and Share Transfer &
Investor Grievance Committee:
z
Shareholding in the
Company (No. of
shares)
4
Zee News Limited
89,305 Equity Shares of Rs. 2 each.
Chairman:
Audit Committee
z
Borosil Glass Works Limited
z
VVF Industries Limited
z
Centrum Capital Limited
Remuneration Committee
z
Asset Reconstruction Company (India) Limited,
z
Centrum Capital Limited
Member:
Audit Committee
z
Asset Reconstruction Company (India) Limited,
z
Sundaram BNP Paribas Trustee Co. Limited,
z
Essar Steels Limited,
z
Thirumalai Chemicals Limited,
z
Essar Shipping Ports & Logistics Limited
NIL